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three (3) calendar days following receipt by Subcontractor of said written notice or such longer period of time as Design/Builder may approve, then Design/Builder, at its option, without releasing or waiving its rights and remedies against Subcontractor's sureties and without prejudice to any other right or remedy it may be entitled to hereunder or by law, may terminate Subcontractor's right to proceed with the WORK under this Agreement, in whole or in part, and take possession of all or any portion of the WORK and any materials, tools, equipment, and appliances of Subcontractor, take assignments of any of Subcontractor's subcontracts and purchase orders, and complete all or any portion of Subcontractor's WORK by whatever means, method or agency which Design/Builder, in its sole discretion, may choose. If Design/Builder so terminates Subcontractor’s right to proceed under this Agreement, Subcontractor shall not be entitled to any further payments under this Agreement until Subcontractor's WORK has been completed and accepted by Owner, and payment has been received by Design/Builder from Owner with respect thereto. In the event that the unpaid balance due Subcontractor exceeds Design/Builder's cost of completion of the WORK and all damages that are incurred by Design/Builder as a result of Subcontractor’s default, the difference shall be paid to Subcontractor; but if such cost of completion and damages exceeds the balance due, Subcontractor agrees to immediately pay the difference to Design/Builder upon demand for such payment. For the purpose of this paragraph, Design/Builder’s damages will include the Owner’s and Design/Builder’s attorney’s fees, as well as additional subcontractor, consultant or architectural fees. c. Additionally, Design/Builder shall have the right to terminate this Agreement, upon written notice, without cause or for its own or the Owner's convenience, and require Subcontractor to immediately stop WORK. In such event, Design/Builder shall pay Subcontractor for that portion of the WORK actually and properly performed in an amount proportionate to the total Subcontract Price. Design/Builder shall not be liable to Subcontractor for any other costs or damages nor for prospective or anticipated profits on WORK not performed. However, if the reason for the termination and cancellation is due to any default or action by Owner, or as a result of court order or public authority, then Design/Builder shall not be liable to Subcontractor for any sum greater than that which Design/Builder receives from Owner with respect to Subcontractor's performance, less any costs incurred by Design/Builder. If, after notice of termination of Subcontractor's right to proceed pursuant to paragraphs 11a or 11b herein, it is determined for any reason that the Subcontractor was not in default, or that it's default was excusable, or that Design/Builder is not entitled to the remedies against Subcontractor provided therein, then Subcontractor's remedies against Design/Builder shall be the same as and limited to those afforded Subcontractor under this paragraph 11c. Payment by Owner shall be an express condition precedent to Design/Builder’s duty to pay Subcontractor hereunder. d. The remedies of the Design/Builder provided for in this Paragraph 11 and in any part of the Contract Documents shall be cumulative, and not exclusive, of all other remedies which the Design/Builder may have for breach of this Agreement by the Subcontractor, or as a result of the Subcontractor's failure to perform any of the covenants of this Agreement. All losses, damages, and expenses, including attorneys' and paralegals' fees in the prosecution or defense of any action, arbitration or suits, trial or appeal, enforcement of any judgment, bankruptcy or insolvency proceedings, or any subsequent proceedings or appeals from any order or judgment entered therein, incurred by the Design/Builder as a result of the foregoing , shall be borne by and charged against the Subcontractor and shall be damages for breach of this Agreement, and the Design/Builder may recover same from the bond mentioned in Paragraph 14 hereof, and both the Subcontractor and his Surety agree to pay Design/Builder for such losses, damages, expenses and attorneys' and paralegals' fees. The Design/Builder may withhold from the Subcontractor any amounts that are payable, or due to become payable under this Agreement, or any other agreements between the Subcontractor and the Design/Builder to offset the damages incurred or potentially incurred as a result of the breach of this Agreement by the Subcontractor, or as a result of the Subcontractor's failure to perform any of the covenants of this Agreement or any other agreements between Design/Builder and Subcontractor. 12. CLAIMS AND DISPUTES a. Subcontractor shall make all claims to the Design/Builder for increases in the Subcontract Price and/or extensions of time, for which the Owner may be responsible, in the manner provided for in the Contract Documents, if any, for like claims by the Design/Builder upon the Owner, and 10
allowing sufficient time for the Design/Builder to comply with the requirements of the Prime Contract for making such claims to the Owner. If no such manner for claims is provided in the Prime Contract or if the claim does not involve the Owner, then Subcontractor shall comply with the requirements otherwise set forth in this Agreement. The Subcontractor shall only be entitled to any increase in the Subcontract Price or extension to the time required to perform by Subcontractor, to the extent that the Design/Builder, on Subcontractor’s behalf, actually recovers such increase from the Owner less the Design/Builder's costs associated with the claim. b. If a dispute arises out of or relates to this Agreement or its breach, the parties shall endeavor to settle the dispute first through direct discussions. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under the Agreement which is not resolved shall be decided by the Design/Builder, who shall reduce his decision to writing and furnish a copy thereof to the Subcontractor. The decision of the Design/Builder shall be final and conclusive, unless within seven (7) calendar days from the date of receipt of such decision, the Subcontractor makes written demand to the Design/Builder contesting same. If Subcontractor fails to contest Design/Builder's final decision within the time period noted above, he shall be deemed to have waived any right to contest that decision. The Subcontractor shall carry on the WORK and maintain the Project Schedule (as modified by Design/Builder from time to time) during any dispute or legal proceedings, unless otherwise agreed to in writing by the parties hereto. c. In the event the Subcontractor desires to pursue an appeal of an adverse final decision rendered by the Owner or the Owner's Representative that affects the Subcontractor's interest, and provided the Design/Builder's interests are unaffected, and provided further that the Prime Contract allows the Subcontractor to pursue such appeal, the Subcontractor agrees to bear the full cost thereof and sole responsibility for prosecuting such appeal and further agrees to indemnify, defend, protect and hold Design/Builder harmless from and against all claims, losses, expenses or damages resulting from Subcontractor’s pursuit of such appeal. In the meantime, the Subcontractor shall carry on the WORK and maintain the Project Schedule (as modified by Design/Builder from time to time), unless otherwise agreed to in writing by the parties hereto and Design/Builder shall continue to make payments on WORK properly performed and which is not in dispute, but only to the extent that Design/Builder has been paid for such WORK by Owner. d. In the event of any claim or other matter in dispute between the Design/Builder and Subcontractor arising from or otherwise relating to this Agreement, the Project, the WORK, the Contract Documents, or the breach thereof, the party claiming the dispute shall provide the other party prompt written notice of such dispute. In the event that the parties are unable to reach a resolution of the dispute through direct discussions pursuant to paragraph (b) of this Section 12, and so long as Subcontractor has strictly complied with the notice requirements therein, the parties shall submit the dispute to non-binding mediation before a mutually agreed upon mediator certified by the <strong>State</strong> of Florida. If the parties are unable to resolve the dispute through non-binding mediation, the dispute shall be subject to arbitration, which unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. e. A demand for arbitration shall be made in writing, delivered to the other party to the Agreement, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all claims then known to that party on which arbitration is permitted to be demanded. Any arbitration initiated as provided herein may include any other entities or persons whom Design/Builder believes to be substantially involved in a common question of fact or law. Notwithstanding the foregoing or anything in the Contract Documents to the contrary, in the event of any dispute between Owner and Design/Builder or Design/Builder and any other person or entity (such disputes collectively being referred to herein as an “Other Dispute”), Design/Builder may, at its sole discretion (i) include Subcontractor by joinder into, or (ii) consolidate any proceeding involving a dispute between Subcontractor and Design/Builder under this Agreement, with any proceeding involving an Other Dispute, including without limitation any mediation, arbitration, or litigation proceeding, in whatever forum that Other Dispute is pending. The location for any arbitration or mediation proceeding hereunder shall be in a location in Hillsborough County, Florida designated by the Design/Builder. Subcontractor waives any and all rights to contest the selection of dispute resolution method or forum including without limitation any rights based upon forum non conveniens. 11
Page 1 and 2: 13112 Telecom Drive Tampa, FL 33637
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Page 21 and 22: The parties have executed this Agre
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Page 27 and 28: IMPORTANT If the certificate holder
Page 29 and 30: EXHIBIT C PROJECT SCHEDULE RRSCC Co
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Page 35 and 36: BOND NO.______________ PERFORMANCE
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Date Company Address City State Zip ATTN: Contact ... - RR Simmons

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